7 to regulatory pressure, but we are eager to track AT&T progresses now that it has acquired both Iusacell and Nextel Mexico. The U.S. giant will bring a breath of fresh air and capital to the country and definitely shake things up for Movistar, which could see its position as second Mexican carrier seriously threatened. In the meantime, all indications are that Telcel s towers will be kept as close to the America Movil mothership as possible Telcel has apparently transferred 10,800 towers to new towerco Telesites. Meanwhile, the rest of Mexico s tower market resembles Brazil s in that the majority of non- America Movil assets have been transferred to towercos, most the new build will be undertaken by towercos, and a growing layer of middle market towercos have entered the market although few are mature enough to be subject to trade acquisitions as early as The Chilean tower market remains hindered by a regulatory regime that was supposed to help but certainly seems to be hindering the local tower industry and its investment in ICT infrastructure. Enterprising middle market towercos are making good progress in Peru and Central America, SBA Communications traditional stronghold. And what of Argentina? The sleeping giant of the CALA tower industry is the region s #2 mobile market, but remains sheathed in macro-economic turbulence and government policy that raises the spectre of nationalisation of assets. As such concerns gradually recede, expect the tower industry to heighten their watching brief over Argentina in anticipation of Major tower transactions in Latin America 2011/2014 Date Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Seller Buyer Country USD/Tower Tower Sites Value in USD TIM American Tower BR Towers* Oi Nextel Z-Sites Oi Nextel Nextel Oi Global Tower Partners* Oi Oi Telefonica Axtel Sitesharing Telefonica Telefonica Telefonica American Tower Phoenix Tower Intl. American Tower SBA Communications American Tower American Tower SBA Communications American Tower American Tower SBA Communications American Tower BR Towers Grupo TorreSur American Tower American Tower BR Towers Torres Unidas American Tower BR Towers Brazil Panama Brazil Brazil Brazil Brazil Brazil Brazil Mexico Brazil US/Costa Rica Brazil Brazil Brazil Mexico Brazil Chile Brazil Brazil 185 N/A N/A N/A , ,530+ 2,100 excl. rights 1,641 1, ,007 2,790 1,666 2,113 15,700 2,113 2, BTS , billion N/A 978 million 527 million 349 million 129 million 645 million 413 million 398 million 343 million 4.8 billion 251 million 293 million 18 million 250 million Telefonica SBA Communications Brazil million Oi Grupo TorreSur Brazil 214 1, million N/A N/A 33 million 252 million Telefonica American Tower Brazil 150 1, million Telefonica Telefonica Telefonica Telefonica Millicom Telefonica Sitesharing American Tower American Tower American Tower American Tower American Tower Grupo TorreSur American Tower Chile Mexico Mexico Colombia Colombia Brazil Brazil , ,126 1, million 323 million 122 million 18 million 182 million 206 million 585 million * company acquisition Special thanks to Jonathan Atkin, Managing Director at RBC Capital Markets for his contribution TowerXchange Issue 12 7

8 LatAm towerco breakdown by country AMT Brazil Mexico Colombia Chile Peru Costa Rica Andinas Brazil Colombia Chile Peru Continental Costa Rica Innovattel Colombia Colombia Colombia Colombia Colombia Colombia Peru QMC Brazil Mexico SBA Torrecom Torres Unidas Brazil Brazil Brazil Mexico Mexico Mexico Chile Peru Phoenix Tower Int. Centennial Costa Rica Costa Rica Costa Rica NMS Peru country risk dropping below the threshold required for tower investment, possibly as soon as 2016/17. There is plenty of capital flowing into CALA towers - the three major transactions of 2014, AMT-BR Towers, SBA-Oi and AMT-TIM, represented a total of US$2.7bn in deployed capital, compared to just under US$3bn spent in total over eleven transactions we reported in 2013 (not counting the AMT-GTP deal, which was US-centric). We may be entering a period where trade acquisitions will be as common as SLB deals, with several parties seeking assets in Brazil and Mexico. Panama Panama Panama Panama The premium paid for a buy and leaseback from Nicaragua Nicaragua Nicaragua Nicaragua a CALA carrier shows no sign of abating, average cost per tower having risen from US$128k in 2010, Guatemala Guatemala Guatemala US$148k per tower in 2011, US$169k in 2012, US$188k in 2013 and US$213k per tower in It El Salvador El Salvador is also notable that trade acquisitions come at an Jamaica even higher premium, which makes sense given that the towers concerned are typically newer, have Honduras more wind load capacity, and their lease agreements more suited to co-location. The fact that Brazilian Ecuador Ecuador towers are almost sold out suggests attention may Puerto Rico Puerto Rico be diverted to trade acquisitions or diverted outside Brazil for towercos seeking to extend their growth narrative. Towercos focusing on a single country Brazil: GTS, Highline, CSS, T4U, Skysites, Telecom Torres, Z Sites, Rede Sul, Torre Online Mexico: MTP, IIMT, Intelli Site Solutions, Telesites Panama: Torres de Panama Dom. Rep: Teletower Dominicana Costa Rica: Catalina Inc., Tocsa TowerXchange is currently tracking potential new market entrants in Colombia, Chile and Peru, especially since SBA Communications has hinted at new markets being on their radar. Although unsure of what SBA s next move will be, we are confident the U.S. giant will pick among these three countries 8 TowerXchange Issue 12

9 IN OUR BUSINESS, IT IS ALL ABOUT THE SIGNAL. TOWER OWNERSHIP LEASING SITE MANAGEMENT SITE DEVELOPMENT CONSTRUCTION FLORIDA HEADQUARTERED. INTERNATIONALLY CONNECTED. Our clients depend on SBA to provide the wireless infrastructure that allows them to transmit the signal to their customers. As their first choice provider of wireless infrastructure solutions, we are continuously setting the standard for customer satisfaction by Building Better Wireless SITE sbasite.com 2015 SBA Communications Corporation. All Rights Reserved. The SBA logo, Your Signal Starts Here, Building Better Wireless and SBA Sites are all registered trademarks owned by SBA Telecommunications, Inc. and affiliated SBA companies.

10 which, as of now, have the best growth potential in the region, outside of Brazil and Mexico. Latin America Heatmap In the meantime, we have speculated on potential market openings in Argentina, especially since Nextel is likely to be sold over the next few weeks. To date, the two likely buyers appear to be private equity firms Optimum Capital and Kingsley Capital but there could be other likely acquirers lined up for the troubled carrier. Argentina is a troubled country with a risky outlook and an entry into its telecom industry will surely require bold entrepreneurship and a flair for challenges. On the towerco side, we could expect middle market, independent towercos to initiate a market opening process but we doubt organisations such as AMT and SBA will comfortably navigate those waters anytime soon. In conclusion, the CALA region remains a very diverse region, as clearly shown in the heatmap TowerXchange created. Countries like Bolivia, Venezuela and Paraguay have seen very little or zero towerco activity and we will keep a very close eye and report on any movement towards the creation of new regional towerco markets Legend Towercos have acquired the majority of towers from carriers Towercos have acquired a significant proportion of towers from carriers, but the majority remain carrier-owned. Significant BTS towerco activity also present Less SLB activity, but plenty of BTS towerco activity 16 different CALA towercos have already confirmed their participation in the 2nd Annual TowerXchange Meetup Americas, taking place in Hollywood, FL, April 2015, in co-location with PCIA s Wireless Infrastructure Show. Contact me for further information at: Early stage market for BTS and/or SLB Negligible towerco activity Source: TowerXchange 10 TowerXchange Issue 12

11 CALA news A roundup of tower news across Central and Latin America Honduras Telefonica not entering Honduras, Paraguay or Bolivia Mexico América Móvil creates Telesites On April 1, América Móvil has filed a report with the plan for the creation of its spin off towerco Telesites, to which it will transfer 10,800 towers. Industry news suggest that other Mexican carriers will have access to 91% of the country s sites, compared to the current 45%. Telcel will of course be the anchor tenant. The restructuring plan is expected to be approved at the company s shareholders meeting scheduled for April 17 and the spin-off should be concluded before the end of June Bahamas Digicel on the new Bahamian network Frank O Carroll, Digicel s Head of Business Development, has recently stated that the six-month deadline set by the Bahamian government to rollout and launch network services was tough to achieve. Another requirement set by the government refers to the wide ownership, according to which new operators must be majority Bahamian-owned. In the meantime, Digicel is planning to build between new towers and invest approximately US$200mn for the new network. Bahamas Second Bahamian operator to be partially State-owned In recent news, Telegeography reported that the new licensee, called NewCo, is 51% owned by the government and it will retain equity until a sale to private Bahamian investors can be organised. The Chairman of the opposition party FNM Michael Pintard stated that It is conceivable that the government, [which] has a huge stake in the present telecommunications company and will be the majority shareholder in the new company, can fix prices and disadvantage the consumer It opens the doors for any number of backdoor deals and the government ought to ensure there is transparency in this entire process. Honduras Claro Honduras launches 4G LTE The Comision Nacional de Telecomunicaciones (Conatel) has celebrated the launch of the second 4G LTE network by Claro Honduras. The new network will be available in large cities such as Tegucigalpa, San Pedro Sula and La Ceiba. According to license conditions, the coverage is expected to reach fourteen cities in In a recent conference call with investors, Telefonica s CEO Cesar Alierta has denied any interest in entering new LatAm markets. The CEO stated that Telefonica is not entering Honduras, Paraguay or Bolivia and that the current focus is on growing the company s presence in existing markets. Colombia Nokia involved in VoLTE and small cell for Avantel Avantel has appointed Nokia Solutions to develop VoLTE services with initial rollouts expected in Bogota, Medellin, Cali, Barranquilla and Bucaramanga. Nokia has also developed Avantel s Flexi Zone LTE small cell solution which is considerably improving the operator s capacity and coverage. Colombia Une-EPM/Tigo expanding LTE footprint Une-EPM and Tigo Colombia, which merged a few months ago, have reached LTE coverage of 75 cities in Colombia. According to a recent statement by the CEO, Esteban Iriarte In 2014 we invested in the improvement, modernisation and expansion of our fixed and mobile telecoms infrastructure we deployed more than 2,800km of fibre and expanded the capacity of our submarine cables and national transport network. TowerXchange Issue 12 11

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13 Venezuela Telefonica de-values its Venezuelan assets Telefonica is writing down the value of its Venezuelan assets in light of the crisis of the Bolivar Fuerte, the national currency. Profits will be written down for as much as 1.23bn. The assets include considerable profit that the national government isn t allowing Telefonica to take out of Venezuela, as reported by the Wall Street Journal. Ecuador Movistar to invest in 4G LTE Movistar Ecuador will invest as much as US$150mn to deploy 3G infrastructure as well as its 4G LTE network. The company has recently been awarded extra spectrum which includes frequencies in the 1,900MHz band. Ecuador New regulator starts acting Ecuador has a new telecom regulator which was formed earlier this year, the Agency for Regulation & Control of Telecommunications (Arcotel). Arcotel will combine functions of various existing regulatory bodies and will operate in cooperation with the Ministry of Telecommunications & Information Society. The Agency is responsible for managing, regulating and controlling telecoms and radio spectrum in Ecuador. Peru Movistar Peru ordered to pay past taxes Movistar Peru has been ordered to pay US$500.9mn to SUNAT, the national tributary agency, in taxes dated The operator is looking at appealing the decision, according to national news. Peru US$1.16bn to be invested in fibre-optic The Minister of Transport and Communications, Mr José Gallardo Ku, recently stated that over five million citizens will benefit from the fibre-optic project currently being developed, which will reach 6,411 locations thanks to 31,716km of fibre. Twenty-one tenders are scheduled over the next two years with an estimated investment of US$1.16bn. Chile Claro expands footprint to rural areas Claro is extending its 3G footprint to 181 remote areas in Chile, reaching out to as many as 46,880 people. The move is complying with the minimum requirements set in the LTE license granted to the operator. According to Claro s General Manager, Mr Mauricio Escobedo, the company is now embarking on a new phase with the delivery of voice services in rural locations throughout Chile. Brazil PT transfers millions of Oi shares to new entity Portugal Telecom SGPS has recently transferred million common shares and million preferred shares issued by Oi to a company registered in the Netherlands under the name of Portugal Telecom International Finance BV. The transfer was approved by the Board of Directors in March and Oi has released a statement announcing that PT Finance is an indirect wholly owned subsidiary of Oi and, therefore, the shares transferred by PT SGPS to PT Finance will be considered, as the case may be, treasury shares. Brazil Vivo plans public share offering After receiving approval to acquire Global Village Telecom (GVT), Vivo is planning to hold a public share offering which will help finance the deal. Telefonica has recently purchased GVT for US$9.83bn and, as requested by Anatel as a condition to approve the acquisition, has waived its voting rights linked to its stake in Telecom Italia. Telegeography recently reported that Telefonica has lined up nine banks to run its US$3.25bn capital increase. The institutions involved in the deal are UBS, Morgan Stanley, JP Morgan, Bank of America Merrill Lynch, Barclays, HSBC, BBVA, CaixaBank and Santander. Brazil Oi and TIM to share 2G/3G network A 2G and 3G network sharing agreement between Oi and TIM Brasil has been approved by the Brazilian regulatory authority Conselho Administrativo de Defesa Economica (CADE). The deal will allow the operators to share networks in areas with population of less than 30,000 people. Argentina NII Holdings agrees to sell Nextel Argentina Private equity firms Kingsley Capital and Optimum Capital have reportedly reached an agreement with NII Holdings for the acquisition of Nextel Argentina. Details of the deal are yet to be announced TowerXchange Issue 12 13

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15 TowerXchange s analysis of the independent tower market in Africa African towers 2015: deal flow slowing but some significant assets still to be acquired Figure 1: Estimated number of towers owned or managed by towercos in Africa IHS Africa American Tower Helios Towers Africa Eaton Towers SWAP Technologies Helios Towers Nigeria concluded with independent towercos owning close to 30% (or 47,600) of Africa s towers. In 2015 the rate of asset transfer will slow but there are still some significant deals to be done across the continent. We anticipate that the balance of the Airtel assets (a further 2,000 towers) will be sold in early Our research suggests the transactions are pending regulatory approval only, with announcements imminent involving the transfer of Airtel s towers in Gabon to Helios Towers Africa Unknown Country Uganda Tanzania Malawi South Africa Nigeria Ghana Burkina Faso DRC Cote d Ivoire Cameroon Niger Rwanda Zambia Congo B Chad Source: TowerXchange and in Madagascar to Eaton Towers. Airtel are set to retain their towers in Sierra Leone. In further deals, we anticipate the sale of MobiNil s ~3,500 towers in Egypt to take place in H1 2015, with Eaton Towers believed to be the successful bidder in the process. Processes involving Sonotel s assets in Senegal, Mali and the Guineas are also underway and expected to complete in Q Q Furthermore, Telkom s RFP for the sale of ~6,000 shareable structures (including around 3,500 GBTs) in South Africa has sparked rumours that MTN s assets in the country will also come to market in 2015, which could see a further ~10,000 towers, representing 60% of the tower stock in the South African market, transferring to towerco ownership in the next 12 months. With these new sales, the Airtel deal triggering follow-on deals, and with towercos growing 10-15% per annum organically by building the majority of the continent s new towers, we re sticking to our forecast that towercos will own 46.9% of Africa s towers by year end That will represent the vast majority of the towers owned by credit worthy anchor tenants the addressable market for towercos in Africa may be 55-60%. The size of Africa s tower industry doubled in two quarters, triggered by Airtel s sale of towers in 16 of their 17 African countries (sales of 4,800 towers to American Tower, 3,500 to Eaton, 3,100 to Helios Towers Africa and 1,113 to IHS have been announced to date). The sale of Airtel s Nigerian Towers, recently secured by American Tower, stimulated two other deals in Africa s most lucrative mobile market, both of which were closed before the Airtel deal; Etisalat Nigeria sold 2,136 of their ~2,700 towers to IHS, while MTN sold all 9,151 of their Nigerian towers to the same counterparty, retaining a 51% stake in the joint venture. Almost US$5bn of PE-backed towerco s investors and American Tower s money is now at work in the African tower sector, not including substantial TowerXchange Issue 12 15

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17 Figure 1a: Count differentiating towers that are owned from those that are managed and marketed by towercos infrastructure sharing) < Square1 Infrastructure (Nigeria and South Africa) Filled bars = Owned Towers Figure 2: Africa's regional and prospective new entrant towercos < TASC (targeting MENA) < TowerCo of Madagascar Unfilled bars = Managed and marketed towers < Tower share (targeting MENA) Source: TowerXchange Source: TowerXchange TowerXchange are tracking several towercos who are active in or targeting Africa (there are a couple more, but we re not at liberty to disclose them!): < Atlas Towers (South Africa) < BCTEK (Nigeria) < Communication Towers Nigeria < Frontier Tower Solutions (targeting Burundi) < Hotspot Network Limited (Nigeria) < Infratel (South Africa) < Pro High Site Communication (South Africa) < Shared Networks Tanzania (active TowerXchange estimate that these towercos own or operate a total of around 2,000 African towers. the three PE-backed members of Africa s Big Four towercos have now achieved the necessary diversification of country and counterparty risk to commence the final phase of integration and run up to trade sale or IPO equity stakes retained by MTN, Millicom and Vodacom. Sub-Saharan Africa has graduated to a new class of investor, and the price of participation in this maturing asset class is now likely well over US$100mn. Many commentators feel the three PE-backed members of Africa s Big Four towercos have now achieved the necessary diversification of country and counterparty risk to commence the final phase of integration and consolidation in the run up to trade sale or IPO. While a glance at Africa s tier one MNO s remaining tower portfolios suggest a finite amount of investible assets remain operator-captive (see What s left? In issue 11 of TowerXchange), TowerXchange forecast that the Airtel deal will trigger a handful of follow-on deals in TowerXchange Issue 12 17

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